TERMS AND CONDITIONS OF SALE AND DELIVERY
VPCIR biosciences aps
1.1 These Terms and Conditions of Sale and Delivery (“Terms”) apply to the provision of all types of products and/or services and deliverables (“Services”) under any agreement (“Agreement”) between the customer specified therein (“Customer”) and VPCIR biosciences aps, business number 39354829 (“Supplier”).
1.2 By registering with, accessing, or otherwise using this website, the Customer hereby agrees to be bound by these Terms and conditions set forth below. The mere use of this website implies the knowledge and acceptance of these Terms and conditions. In some particular cases, the Supplier can also ask the Customer to explicitly agree.
1.3 “Agreement” means any agreement for the provision of Services between the Customer specified therein and the Supplier specified therein, regardless of the medium and method used in concluding the Agreement, and regardless of the Agreement is signed, confirmed per e-mail, “click to accept” or entered into in any other way.
1.4 These Terms form an integral part of the Agreement(s) entered into between the parties, including any subsequent agreements and amendments. In case of discrepancy between the Terms and the Agreement, the provisions of the Agreement shall prevail.
1.5 Customer’s acceptance, order, terms of purchase or any additions, amendments or limitations to the Terms shall apply only to the extent expressly approved by Supplier in writing.
2 BINDING AGREEMENT
2.1 An Agreement for provision of Services may be made pursuant to a separate order containing information about the Services, the scope, price and/or any special terms applicable to the Services (an “Order”).
2.2 Once the Customer has placed an Order with the Supplier, it is binding on the Customer. Upon the Supplier’s written confirmation of the Order (the order confirmation), a binding Agreement on the delivery of Services has been entered into.
2.3 The Customer cannot cancel confirmed Orders. In very special cases, however, Supplier may choose to approve a cancellation, but only against simultaneous payment of a cancellation fee of EUR 75.
2.4 In the event of unforeseen circumstances or changes in the Supplier’s range of Services, the Supplier reserves the right to make changes to the Order, including but not limited to the replacement of an expired Service, reduction of the order quantity and the like. Such changes do not give the Customer a right to cancel the Order.
2.5 The limitation of liability agreed in clause 9 applies to and is calculated for each Order and Agreement separately.
3 THE SERVICES
3.1 The Services are specified in the Agreement, which contains the exhaustive specification of the Services and the requirements in relation hereto, including scope, quantity, and quality as well as any specific expectations hereto.
3.2 Information provided by Supplier in brochures, catalogues, price lists, advertisements, previous quotations, on webpages or verbally, as well as any terms or conditions in any purchase terms or such similar document provided by Customer, does not apply to the Services unless specified in the Agreement.
3.3 The Services must be provided in accordance with what is generally accepted and recognised as good practice in Supplier’s industry.
4.1 If no delivery date(s) are specified in the Agreement, the Services will be delivered within a reasonable time.
4.2 Partial delivery may be made at Supplier’s discretion.
5 PRICES AND PAYMENT
5.1 The Services will be delivered against payment as set out in the Agreement. For any Services for which payment is not set out in the Agreement, the Services will be provided against payment on a time and material basis in accordance with the actual number of hours and materials spent in the delivery hereof and in accordance with Supplier’s generally applicable price list from time to time.
5.2 Supplier may invoice Customer in advance for any recurring Services as well as Services subject to a fixed fee. All other Services will be invoiced monthly in arrears.
5.3 Customer’s payment can be paid via PayPal. Payments via PayPal are subject to PayPal’s terms and conditions applicable at any time.
5.4 Customer is responsible for all third-party charges for installation, shipping, handling and insurance. In accordance with Supplier’s instruction Customer must either pay such amounts directly to the third party or reimburse Supplier to the extent Supplier so pays.
5.5 The terms of payment are 30 days from the date of invoice.
5.6 All prices are stated in EUR exclusive of VAT and other taxes/duties and will to the necessary extent be added VAT and other taxes/duties.
5.7 Each Party is responsible for its own compliance with applicable law and regulations concerning VAT and other taxes/duties.
5.8 Taxes/duties are not to be deducted from the payments to Supplier, except as required by law, in which case Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Supplier receives and retains (free from any tax liability) an amount equal to the amount it would have received if no deductions or withholdings had been made.
5.9 Interest on overdue payments accrue in accordance with applicable law.
5.10 Supplier shall be entitled to adjust all prices at Supplier’s discretion.
5.11 Changes in external circumstances, including exchange rates, insurance and transport charges, government taxes and duties, allow Supplier to adjust its prices further and without notice in proportion to the net impact of such changes.
5.12 Set-off against any payments invoiced by Supplier is not permitted.
6 OWNERSHIP RESERVATION
6.1 Any Service or part thereof is sold subject to ownership reservation.
6.2 The ownership reservation shall remain valid until Customer has paid the total fee for the Service, including any interest, costs and expenses associated with the Service.
7 USE OF SUB-SUPPLIERS
7.1 Supplier may use sub-suppliers in the performance of the Services.
7.2 Supplier is responsible for the Services performed by a sub-supplier, as if provided by Supplier itself.
8 BREACH AND REMEDIES
8.1.1 The rights and remedies under applicable law are available to each party, except as otherwise agreed, including in the Agreement.
8.1.2 Customer must examine the Service immediately upon delivery.
8.1.3 Supplier’s liability for breach, including for defects and delay, shall cease if Supplier has not received Customer’s notification thereof in writing without undue delay after the breach was discovered or ought to have been discovered.
8.1.4 Supplier’s liability for breach, including for defects and delay, shall cease no later than 3 months after the time of delivery of the Services in question.
8.1.5 A notification of breach does not exempt Customer from its obligation to pay invoiced amounts when due.
8.2.1 A Service is defective if it does not substantially meet the specifications set out in the Agreement.
8.2.2 Customer cannot make a claim for defects resulting from normal wear and tear, improper use of the Service, improper installation by Customer or Customer’s attempts to modify or repair the Service.
8.3.1 A Service is delayed if the time of delivery occurs after the agreed delivery date for that Service.
8.3.2 Each party must give written notice of any actual or anticipated delay and loyally attempt to limit the adverse effects of the delay.
8.3.3 If a party is prevented from performing its obligations due to circumstances attributable to the other party, that party may postpone any affected deadline by the duration of the delay.
8.3.4 If a delay is caused mainly by circumstances attributable to Customer, affected payments are invoiced in accordance with the Agreement, regardless of whether the Service triggering the payment has been delayed.
8.3.5 Supplier may withhold or cancel any Service if payment for the Service provided is overdue, provided that Supplier has given at least 30 (thirty) days’ prior written notice and the overdue payment has not been received by the end of that period.
8.3.6 Supplier may cancel, without any remedial action or damages, any Service if Supplier’s sub-supplier cannot deliver the necessary products to Supplier.
8.4 Remedial action
8.4.1 When a party is notified of its breach of the Agreement, or becomes aware of its breach, the party is entitled and obligated to remedy the breach without undue delay. Defects may at the sole discretion of Supplier be remedied by remedial action or re-placement.
8.4.2 Remedial action includes taking all necessary corrective measures to remedy a defect or delay and ensuring the restoration of the Service or payment of any outstanding amounts.
8.4.3 If the breach cannot be remedied without undue delay, the parties must in good faith discuss a remedial plan for the breach.
8.5.1 To the extent a party fails to remedy a breach, the non-breaching party may claim damages in accordance with the general rules of Danish law, subject to the limitations set forth in the Agreement and the Terms.
8.5.2 No party shall be entitled to claim proportionate reduction.
8.5.3 If Customer reports a non-existing or non-reproducible defect, Supplier may claim payment for the time and materials spent in relation hereto.
9 LIMITATION OF LIABILITY
9.1 Regardless of the basis on which a claim is made and regardless of the degree of negligence, Supplier shall not be liable for any indirect, or consequential damages, including Customer’s lost profits or revenues, anticipated revenues, operating loss, loss of goodwill, business interruption, diminished business value or the like.
9.2 Supplier’s liability for any loss or damage shall be limited in amount to 3 times the fee paid by Customer for the Services on which the claim is based.
9.2.1 To the extent where Supplier may incur liability vis-à-vis a third party, Customer shall be under an obligation to indemnify Supplier to the same extent as Supplier’s liability is limited pursuant to clause 9.2 above.
10.1 Each party may immediately terminate the Agreement for cause with immediate effect:
a) if the other party commits a material breach of the Agreement, and the material breach has not been remedied within 40 days of receipt of a written notice from the non-breaching party to do so;
b) if the other party is responsible for a material breach of the Agreement, which is not capable of remedy;
c) in the event of bankruptcy of the other party, subject to the right of the bankruptcy estate to enter the Agreement to the extent permitted under the Danish Bankruptcy Act or similar applicable law.
11 FORCE MAJEURE EVENT
11.1 Supplier shall not be liable towards Customer if, after the conclusion of the Agreement, circumstances arise which prevent or delay Supplier’s performance of the Agreement. Such circumstances include external circumstances beyond human control, war, mobilisation, telecommunications/Customer infrastructure breakdown, external security incidents (e.g. hacker attacks, computer virus attacks or destructive behaviour by a third party), natural disasters as well as natural conditions making it impossible to perform the Agreement, strikes, lockouts, fire, blockades, vandalism, orders by public authorities and/or rights holders, outbreaks of epidemics or pandemics, global health emergencies, and other circumstances beyond Supplier’s direct control.
12.1 Supplier may, at its sole discretion, assign the Agreement, in whole or in part, to (a) one of Supplier’s group companies or (b) a third party as part of a sale of one or more of its companies, business units, etc.
13.1 Each party must observe complete confidentiality in every respect regarding any information and documentation, etc. about the other party obtained in relation to the Agreement and the Services. This clause applies regardless of termination of the Agreement and regardless of the reason.
14 ELECTRONIC COMMUNICATION
14.1 By using this website or communicating with Supplier by electronic means, the Customer agrees and acknowledge that the Supplier may communicate with the Customer electronically on Supplier’s website or by sending an email to the Customer, and the Customer agrees that all agreements, notices, disclosures, and other communications that the Supplier provides to the Customer electronically satisfy any legal requirement, including but not limited to the requirement that such communications should be in writing.
15 GOVERNING LAW AND VENUE
15.1 This Agreement is governed by and shall be interpreted in accordance with Danish law, except for any rules leading to the application of other legislation than Danish.
15.2 Any dispute or claim arising from or in relation to the Agreement shall be settled by the Danish courts with district court of Copenhagen (in Danish “Københavns Byret”) as first venue.